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EXHIBIT 99.2
ONE HUNDRED THIRD AMENDMENT
TO THE
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
THIS ONE HUNDRED THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
(this "AMENDMENT") is entered into as of September 29, 1999, by and between SUN
COMMUNITIES, INC., a Maryland corporation (the "GENERAL PARTNER"), as the
general partner of SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan
limited partnership (the "PARTNERSHIP"), BELCREST REALTY CORPORATION, a Delaware
corporation ("BELCREST") and BELAIR REAL ESTATE CORPORATION, a Delaware
corporation ("BELAIR"; each of Belcrest and Belair a "SERIES A PREFERRED
PARTNER" and collectively "SERIES A PREFERRED PARTNERS").
RECITALS
A. The signatories hereto desire to amend that certain Second
Amended and Restated Limited Partnership Agreement of Sun Communities Operating
Limited Partnership, dated as of April 30, 1996, as amended by those certain
amendments numbered one through one hundred two (collectively, as amended, the
"AGREEMENT") as set forth herein; any capitalized term not defined herein shall
have the respective meaning ascribed to it in the Agreement.
B. Section 11 of the Agreement authorizes the General Partner, as
the holder of more than fifty percent (50%) of the OP Units, to amend the
Agreement.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises set forth herein, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree to continue the Partnership and amend the
Agreement as follows:
1. Admission of New Partners. As of the date hereof (a) Belcrest
has contributed $35,000,000 to the Partnership in exchange for the issuance to
Belcrest of 1,400,000 Series A Preferred Units (as defined in the Agreement, as
amended hereby), and (b) Belair has contributed $15,000,000 to the Partnership
in exchange for the issuance of 600,000 Series A Preferred Units. The Series A
Preferred Units issued to the Series A Preferred Partners have been duly issued
and fully paid. The Series A Preferred Partners are hereby admitted to the
Partnership, effective as of September 29, 1999, each as a new Limited Partner,
and by execution of this Amendment the Series A Preferred Partners have agreed
to be bound by all of the terms and conditions of the
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Agreement, as amended hereby and hereby acknowledge receipt of a copy of the
Agreement. Exhibit A of the Agreement is hereby deleted in its entirety and is
replaced with EXHIBIT A to this Amendment.
2. Sections 3.1 and 3.2. Sections 3.1 and 3.2 of the Agreement
are hereby deleted in their entirety and replaced with the following:
"3.1 OP UNITS
The Partners' interests in the Partnership are expressed in
terms of OP Units and each Partner has been issued OP Units
corresponding to the agreed value of its capital contribution. OP Units
consist of Common OP Units, Preferred OP Units and Series A Preferred
Units.
3.2 COMMON OP UNITS
The holders of the Common OP Units shall be entitled to
receive distributions in accordance with Section 4.3, after payment of
all accrued (i) Preferred Dividends, and (ii) Series A Priority Return.
No distribution shall be made in respect of Common OP Units while any
accrued (i) Preferred Dividends, or (ii) Series A Priority Return,
remains unpaid unless all such unpaid amounts are paid simultaneously
with such distribution."
3. Section 3.6(b). The second sentence of Section 3.6(b) of the
Agreement is hereby amended by the insertion of the words "and preferred stock,
including, without limitation, Series A Preferred Stock" after the words "other
than its existing single class of common stock".
4. Section 3.6(c). Section 3.6(c) of the Agreement is hereby
amended by the insertion of the words "(excluding Series A Preferred Units)"
after the words "issue additional OP Units".
5. Section 3.8. Section 3.8(b) of the Agreement is hereby amended
by the insertion of the sentence:
"Nothing contained in this Section 3.8(b) shall affect, in any manner
adverse to the holders of the Series A Preferred Units, the rights of
the holders of the Series A Preferred Units in Section 16 of this
Agreement or in the Contribution Agreement with the Series A Preferred
Partners."
6. Section 3.9. Section 3.9 of the Agreement is hereby deleted in
its entirety and replaced with the following:
"3.9 WITHDRAWALS
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No Partner shall be entitled to withdraw any portion of its
capital account, except by way of distribution pursuant to Sections
4.3, 8.2 and 16 hereof."
7. Section 9.1. Section 9.1 of the Agreement is hereby amended by
(i) the insertion of the words "and SECTION 9.4" after the words "Subject to
Section 9.3", and (ii) by adding the following sentence at the end thereof:
"Notwithstanding anything to the contrary contained in this Section
9.1, no Limited Partner may transfer all or any part of its OP Units
if, in the opinion of counsel to the Partnership, such transfer would
likely cause the Partnership to be a PTP (as defined in Section 16.1
below)."
8. Section 9.4. The following new Section 9.4 is hereby added to
the Agreement:
"9.4 LIMITATIONS ON TRANSFER RESTRICTIONS
(a) Notwithstanding anything in this Agreement to the
contrary, an exchange pursuant to SECTION 16.9 (Exchange
Rights) below shall not be deemed a "transfer" within the
purview of SECTION 9 (Transferability of Interests).
(b) Notwithstanding anything in this Agreement to the
contrary, the General Partner shall be deemed to have
consented to the admission of any transferee of the Series A
Preferred Units as a substitute Limited Partner, provided (i)
the provisions of SECTION 9.3(A) (Restrictions on Transfer)
hereof are satisfied with respect to the transfer of Series A
Preferred Units, (ii) that the effect of such admission would
not cause the Partnership to be a PTP, (iii) such admission
would not result in more than twenty partners within the
meaning of Notice 88-75 (1988-2 C.B. 386) holding all
outstanding Series A Preferred Units for so long as the
Partnership satisfies the private placement safe harbor of
Notice 88-75 (1988- 2 C.B. 386), and (iv) such transferee
agrees to be bound by the terms of this Agreement.
9. Section 14.
(a) The definition of the term "TRANSFER" is hereby
amended to include the following text at the end of the first sentence
"; except that an exchange pursuant to SECTION 16.9 (Exchange Rights)
below shall not be deemed a "transfer" hereunder."
(b) The second sentence of the definition of "OP UNITS"
is hereby deleted in its entirety and replaced with the following, "OP
Units consist of Common OP Units, Preferred OP Units and Series A
Preferred Units."
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(c) The following new definitions are inserted in Section
14 (Definitions) so as to preserve alphabetical order:
"CHARTER" shall mean the Articles of Amendment and
Restatement of the General Partner, recorded on November 11,
1993, with the State of Maryland Department of Assessments and
Taxation (the "SMDAT"), as amended by (i) that certain
Articles of Amendment, recorded on June 20, 1997, with the
SMDAT, and (ii) the Series A Articles Supplementary, and as
may be further amended from time to time.
"DEPRECIATION" shall have the meaning set forth
therefor in Section 4.2 hereof.
"EXCESS SERIES A UNITS" shall have the meaning set
forth therefor in Section 16.9(a) hereof.
"ISSUANCE RATE" shall mean 9.125% per annum,
determined on the basis of a 360-day year of twelve 30-day
months.
"JUNIOR UNITS" shall have the meaning set forth
therefor in Section 16.3(c) hereof.
"PARITY PREFERRED UNITS" shall have the meaning set
forth therefor in Section 16.1 hereof.
"PTP" shall have the meaning set forth therefor in
Section 16.1 hereof.
"REGULATIONS" shall mean the Income Tax Regulations,
including Temporary Regulations, promulgated under the
Internal Revenue Code, as such regulations may be amended from
time to time (including corresponding provisions and
succeeding provisions).
"REVISED RATE" shall have the meaning set forth
therefor in Section 16.3(a) hereof.
"SERIES A ARTICLES SUPPLEMENTARY" shall mean those
Articles Supplementary of the General Partner establishing the
9.125% Series A Cumulative Redeemable Perpetual Preferred
Stock of the General Partner and intended to be filed with the
SMDAT on or about September 29, 1999.
"SERIES A EXCHANGE NOTICE" shall have the meaning set
forth therefor in Section 16.9(b) hereof.
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"SERIES A EXCHANGE PRICE" shall have the meaning set
forth therefor in Section 16.9(a) hereof.
"SERIES A PREFERRED PARTNERS" means Belcrest and
Belair, and their respective successors and permitted assigns.
"SERIES A PREFERRED UNIT DISTRIBUTION PAYMENT DATE"
shall have the meaning set forth therefor in Section 16.3(a)
hereof.
"SERIES A PREFERRED UNITS" shall have the meaning set
forth therefor in Section 16.2 hereof.
"SERIES A PRIORITY RETURN" shall have the meaning set
forth therefor in Section 16.1 hereof, as such meaning may be
modified by the provisions of Section 16.3(a)(ii).
"SERIES A REDEMPTION PRICE" shall have the meaning
set forth therefor in Section 16.6 hereof.
"SUBSIDIARY" shall have the meaning set forth
therefor in Section 16.1 hereof.
10. Section 16. The following new Section 16 is inserted in the
Agreement after Section 15 thereof:
"16. SERIES A PREFERRED UNITS.
SECTION 16.1 DEFINITIONS. For purposes of this Agreement, the
term "PARITY PREFERRED UNITS" shall be used to refer to any class or
series of OP Units of the Partnership now or hereafter authorized,
issued or outstanding and expressly designated by the Partnership to
rank on a parity with Series A Preferred Units with respect to
distributions and rights upon voluntary or involuntary liquidation,
winding-up or dissolution of the Partnership, and includes the
Preferred OP Units. The term "SERIES A PRIORITY RETURN" shall mean, an
amount equal to 9.125% per annum, determined on the basis of a 360 day
year of twelve 30 day months (and for any period shorter than a full
quarterly period for which distributions are computed, the amount of
the distribution payable will be computed based on the ratio of the
actual number of days elapsed in such period to ninety (90) days),
cumulative to the extent not distributed for any given distribution
period pursuant to Section 4.3 of the Agreement, of the stated value of
$25.00 per Series A Preferred Unit, commencing on the date of issuance
of such Series A Preferred Unit. The term "PTP" shall mean a "publicly
traded partnership" within the meaning of Section 7704 of the Internal
Revenue Code. The term "SUBSIDIARY" shall
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mean with respect to any person, any corporation, partnership, limited
liability company, joint venture or other entity of which a majority of
(i) voting power of the voting equity securities or (ii) the
outstanding equity interests, is owned, directly or indirectly, by such
person.
SECTION 16.2 DESIGNATION AND NUMBER. A series of OP Units in
the Partnership designated as the "9.125% Series A Cumulative
Redeemable Perpetual Preferred Units" (the "SERIES A PREFERRED UNITS")
is hereby established. The number of Series A Preferred Units shall be
2,000,000.
SECTION 16.3 DISTRIBUTIONS.
(a) Payment of Distributions.
(i) Subject to the rights of holders of
Parity Preferred Units as to the payment of
distributions, pursuant to Sections 4.3 and 8.2 of
the Agreement, holders of Series A Preferred Units
shall be entitled to receive, when, as and if
declared by the Partnership acting through the
General Partner, out of the Partnership's available
cash, the Series A Priority Return.
(ii) In the event that on or prior to
December 31, 1999, the Partnership's outstanding
senior unsecured debt shall have either an
unconditional, published (A) rating by Standard and
Poor's Rating Group ("STANDARD AND POOR'S") exceeding
"BBB" or (B) rating by Moody's Investors Service,
Inc. ("MOODY'S") exceeding "Baa3", then, beginning on
the date on which either of such foregoing conditions
is met, the Series A Priority Return shall be 8.875%
(the "REVISED RATE") of the original capital
contribution per Series A Preferred Unit, in which
case the designation of the Series A Preferred Units
will change accordingly to reflect such new
distribution rate; provided, that, if either (A) such
Standard & Poor's unconditional published rating
exceeding "BBB" or (B) such Moody's rating exceeding
"Baa3" shall not be in effect on December 31, 1999,
then the Revised Rate herein provided shall be void
ab initio and the Partnership shall pay on December
31, 1999, in addition to the distribution then due to
the holders of the Series A Preferred Units, the
difference between (1) the distribution that would
have accrued at the Issuance Rate during the current
and any prior quarterly distribution period and (2)
the distribution that actually accrued during such
distribution periods at the voided Revised Rate.
(iii) Promptly after December 31, 1999, the
parties hereto shall
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execute, acknowledge and deliver or cause to be
executed acknowledged and delivered all instruments
and documents as may be reasonably necessary or
desirable to memorialize the distribution rate
revised in accordance with SECTION 16.3(A)(II) above
and in effect from and after December 31, 1999.
(iv) All distributions shall be cumulative,
shall accrue from the original date of issuance and
will be payable (i) quarterly (such quarterly periods
for purposes of payment and accrual will be the
quarterly periods ending on the dates specified in
this sentence) in arrears, on March 31, June 30,
September 30 and December 31 of each year, commencing
on December 31, 1999 (with the first such payment to
include the amount accrued from the period commencing
on the date hereof through and including December 31,
1999) and, (ii) in the event of (A) an exchange of
Series A Preferred Units into Series A Preferred
Stock (as defined in the Series A Articles
Supplementary), or (B) a redemption of Series A
Preferred Units, on the exchange date or redemption
date, as applicable (each a "SERIES A PREFERRED UNIT
DISTRIBUTION PAYMENT DATE"). The amount of the
distribution payable for any period will be computed
on the basis of a 360-day year of twelve 30-day
months and for any period shorter than a full
quarterly period for which distributions are
computed, the amount of the distribution payable will
be computed based on the ratio of the actual number
of days elapsed in such period to ninety (90) days.
If any date on which distributions are to be made on
the Series A Preferred Units is not a Business Day
(as defined in SECTION 14), then payment of the
distribution to be made on such date will be made on
the next succeeding day that is a Business Day (and
without any interest or other payment in respect of
any such delay) except that, if such Business Day is
in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business
Day, in each case with the same force and effect as
if made on such date. Distributions on the Series A
Preferred Units will be made to the holders of record
of the Series A Preferred Units on the relevant
record dates to be fixed by the Partnership acting
through the General Partner, which record dates shall
in no event exceed fifteen (15) Business Days prior
to the relevant Series A Preferred Unit Distribution
Payment Date.
(b) Distributions Cumulative. Distributions on the
Series A Preferred Units will accrue whether or not the terms
and provisions of any agreement of the Partnership, including
any agreement relating to its indebtedness at any time
prohibit the declaration, setting aside for payment or current
payment of distributions, whether or not the Partnership has
earnings, whether or not there are
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funds legally available for the payment of such of such
distributions and whether or not such distributions are
authorized. Accrued but unpaid distributions on the Series A
Preferred Units will accumulate as of the Series A Preferred
Unit Distribution Payment Date on which they first become
payable. Distributions on account of arrears for any past
distribution periods may be declared and paid at any time,
without reference to a regular Series A Preferred Unit
Distribution Payment Date to holders of record of the Series A
Preferred Units on the record date fixed by the Partnership
acting through the General Partner which date shall not exceed
fifteen (15) Business Days prior to the payment date.
Accumulated and unpaid distributions will not bear interest.
(c) Priority as to Distributions.
(i) So long as any Series A Preferred
Units are outstanding, no distribution of cash or
other property shall be authorized, declared, paid or
set apart for payment on or with respect to any class
or series of OP Units of the Partnership ranking
junior as to the payment of distributions or rights
upon a voluntary or involuntary liquidation,
dissolution or winding-up of the Partnership to the
Series A Preferred Units (collectively, "JUNIOR
UNITS"), nor shall any cash or other property be set
aside for or applied to the purchase, redemption or
other acquisition for consideration of any Series A
Preferred Units, any Parity Preferred Units or any
Junior Units, unless, in each case, all distributions
accumulated on all Series A Preferred Units and all
classes and series of outstanding Parity Preferred
Units have been paid in full. The foregoing sentence
will not prohibit (a) distributions payable solely in
OP Units ranking junior to the Series A Preferred
Units as to the payment of distributions and rights
upon a voluntary or involuntary liquidation,
dissolution or winding-up of the Partnership, (b) the
conversion of Junior Units or Parity Preferred Units
into OP Units of the Partnership ranking junior to
the Series A Preferred Units as to distributions and
rights upon a voluntary or involuntary liquidation,
dissolution or winding-up of the Partnership, or (c)
the redemption of OP Units corresponding to any
Series A Preferred Stock (as hereinafter defined),
Parity Preferred Stock (as defined in the Series A
Articles Supplementary) with respect to distributions
or Junior Stock (as defined in the Series A Articles
Supplementary) to be purchased by the General Partner
pursuant to Article VII of the Charter to preserve
the General Partner's status as a real estate
investment trust, provided that such redemption shall
be upon the same terms as the corresponding purchase
pursuant to Article VII of the Charter.
(ii) So long as distributions have not been
paid in full (or a sum
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sufficient for such full payment is not irrevocably
deposited in trust for immediate payment) upon the
Series A Preferred Units, all distributions
authorized and declared on the Series A Preferred
Units and all classes or series of outstanding Parity
Preferred Units shall be authorized and declared so
that the amount of distributions authorized and
declared per Series A Preferred Unit and such other
classes or series of Parity Preferred Units shall in
all cases bear to each other the same ratio that
accrued distributions per Series A Preferred Unit and
such other classes or series of Parity Preferred
Units (which shall not include any accumulation in
respect of unpaid distributions for prior
distribution periods if such class or series of
Parity Preferred Units do not have cumulative
distribution rights) bear to each other.
(d) Distributions on OP Units held by General
Partner. Notwithstanding anything to the contrary herein,
distributions on OP Units held by the General Partner may be
made, without preserving the priority of distributions
described in Section 16.3(c)(i) and (ii), but only to the
extent such distributions are required to preserve the real
estate investment trust status of the General Partner.
(e) No Further Rights. Holders of Series A
Preferred Units shall not be entitled to any distributions,
whether payable in cash, other property or otherwise, in
excess of the full cumulative distributions described herein.
SECTION 16.4 ALLOCATIONS. Section 4.2 of the Agreement is
hereby deleted in its entirety and replaced with the following:
"4.2 PROFITS AND LOSSES
(a) Profits. Profits for any fiscal year (or portion
thereof) shall be allocated in the following order
and priority:
(i) first, to the General Partner, to the extent
that losses previously allocated to the General
Partner pursuant to Section 4.2(b)(iii) below
for all prior fiscal years or other applicable
periods exceed profits previously allocated to
the General Partner pursuant to this Section
4.2(a)(i) for all prior fiscal years or other
applicable periods,
(ii) second, to Partners holding Series A Preferred
Units, to the extent that losses previously
allocated to such Partners pursuant to Section
4.2(b)(ii) below for all prior fiscal years or
other applicable
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periods exceed profits previously allocated to
such Partners pursuant to this Section
4.2(a)(ii) for all prior fiscal years or other
applicable periods,
(iii) third, to Partners holding OP Units other than
Series A Preferred Units, to the extent that
losses previously allocated to such Partners
pursuant to Section 4.2(b)(i) below for all
prior fiscal years or other applicable periods
exceed profits previously allocated to such
Partners pursuant to this Section 4.2(a)(iii)
for all prior fiscal years or other applicable
periods,
(iv) fourth, to Partners holding Series A Preferred
Units, to each such Partner pro rata in
proportion to all Series A Preferred Units held
by such Partner in proportion to all Series A
Preferred Units outstanding, until each such
Partner has been allocated profits equal to the
excess of (x) the cumulative amount of Series A
Priority Return all such Partners are entitled
to receive as of the last day of the current
fiscal year or other applicable period or to
the date of redemption, to the extent such
Series A Preferred Units are redeemed during
such period, over (y) the cumulative profits
allocated to all such Partners, pursuant to
this Section 4.2(a)(iv) for all prior fiscal
years or other applicable periods, and
(v) fifth, with respect to OP Units other than
Series A Preferred Units, pro rata in
proportion to the number of OP Units other than
Series A Preferred Units, held by each such
Partner as of the last day of the period for
which such allocation is being made; provided,
however, that the profits allocated to any
Preferred OP Units pursuant to this Section
4.2(b)(v) for any calendar year shall not
exceed the amount of Preferred Dividends
thereon for that calendar year, and any such
excess profits remaining after the application
of such limitation shall be allocated to the
holders of the Common OP Units, pro rata.
(b) Losses. Losses shall be allocated in the following
order and priority:
(i) first, to the Partners (including the General
Partner) holding OP Units, other than Series A
Preferred Units, pro rata in proportion to the
number of OP Units other than Series A
Preferred Units held by each Partner as of the
last day of the period for which such
allocation is being made without causing any
Partner to have an adjusted capital account
deficit with respect to such OP Units,
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(ii) second, to the Partners holding any Series A
Preferred Units in accordance with the
rights of the Series A Preferred Units,
without causing any Partner to have an
adjusted capital account deficit with
respect to such Series A Preferred Units,
and
(iii) third, to the General Partner.
To the extent permitted under Section 704 of the
Internal Revenue Code, solely for purposes of allocating
profits or losses in any taxable year (or a portion thereof)
to Partners holding Series A Preferred Units pursuant to
Section 4.2(a) and (b) hereof, items of profit or loss, as the
case may be, shall not include depreciation, as adjusted under
Regulations Section 1.704-1(b)(2) ("DEPRECIATION"), with
respect to properties that are "ceiling limited" in respect of
holders of Series A Preferred Units. For purposes of the
preceding sentence, Partnership property shall be considered
"ceiling limited" in respect of a holder of Series A Preferred
Units if Depreciation attributable to such Partnership
property which would otherwise be allocable to such Partner,
without regard to this paragraph, exceeds Depreciation
determined for federal income tax purposes attributable to
such Partnership property which would otherwise be allocable
to such holder by more than 5%."
SECTION 16.5 LIQUIDATION PROCEEDS.
(a) Upon any voluntary or involuntary
liquidation, dissolution or winding-up of the affairs of the
Partnership, distributions on the Series A Preferred Units
shall be made in accordance with Section 8.2 of the Agreement,
except that Section 8.2 is hereby amended so that all
references in Section 8.2 to (i) "Preferred OP Units" are
revised to be "Preferred OP Units and Series A Preferred
Units", and (ii) "Preferred Dividends" are revised to be
"Preferred Dividends or Series A Priority Return, as the case
may be."
(b) Notice. Written notice of any such voluntary
or involuntary liquidation, dissolution or winding-up of the
Partnership, stating the payment date or dates when, and the
place or places where, the amounts distributable in such
circumstances shall be payable, shall be given by (i) fax and
(ii) by first class mail, postage pre-paid, not less than
thirty (30) and not more than sixty (60) days prior to the
payment date stated therein, to each record holder of the
Series A Preferred Units at the respective addresses of such
holders as the same shall appear on the transfer records of
the Partnership.
(c) No Further Rights. After payment of the full
amount of the liquidating distributions to which they are
entitled, the holders of Series A
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Preferred Units will have no right or claim to any of the
remaining assets of the Partnership.
(d) Consolidation, Merger or Certain Other
Transactions. The voluntary sale, conveyance, lease, exchange
or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or
assets of the General Partner to, or the consolidation or
merger or other business combination of the Partnership with
or into, any corporation, trust, partnership, limited
liability company or other entity (or of any corporation,
trust, partnership, limited liability company or other entity
with or into the Partnership) shall not be deemed to
constitute a liquidation, dissolution or winding-up of the
Partnership.
SECTION 16.6 OPTIONAL REDEMPTION.
(a) Right of Optional Redemption. The Series A
Preferred Units may not be redeemed prior to the fifth (5th)
anniversary of the issuance date. On or after such date, the
Partnership shall have the right to redeem the Series A
Preferred Units, in whole or in part, at any time or from time
to time, upon not less than thirty (30) nor more than sixty
(60) days written notice, at a redemption price, payable in
cash, equal to the capital account balance of the holders of
Series A Preferred Units (the "SERIES A REDEMPTION PRICE");
provided, however, that no redemption pursuant to this SECTION
16.6 will be permitted if the Series A Redemption Price does
not equal or exceed $25.00 per Series A Preferred Unit plus
the cumulative Series A Priority Return, whether or not
declared, to the redemption date to the extent not previously
distributed. If fewer than all of the outstanding Series A
Preferred Units are to be redeemed, the Series A Preferred
Units to be redeemed shall be selected pro rata (as nearly as
practicable without creating fractional units).
(b) Limitation on Redemption.
(i) The Series A Redemption Price of the
Series A Preferred Units (other than the portion
thereof consisting of accumulated but unpaid
distributions) will be payable solely out of the sale
proceeds of capital stock of the General Partner,
which will be contributed by the General Partner to
the Partnership as additional capital contribution,
or out of the sale of limited partner interests in
the Partnership and from no other source. For
purposes of the preceding sentence, "capital stock"
means any equity securities (including Common Stock
and Preferred Stock (as such terms are defined in the
Charter)), shares, participation or other ownership
interests (however designated) and any rights (other
than debt securities convertible into or exchangeable
for equity securities) or options to
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purchase any of the foregoing.
(ii) The Partnership may not redeem fewer
than all of the outstanding Series A Preferred Units
unless all accumulated and unpaid distributions have
been paid on all Series A Preferred Units for all
quarterly distribution periods terminating on or
prior to the date of redemption.
(c) Procedures for Redemption.
(i) Notice of redemption will be (A)
faxed, and (B) mailed by the Partnership, by
certified mail, postage prepaid, not less than thirty
(30) nor more than sixty (60) days prior to the
redemption date, addressed to the respective holders
of record of the Series A Preferred Units at their
respective addresses as they appear on the records of
the Partnership. No failure to give or defect in such
notice shall affect the validity of the proceedings
for the redemption of any Series A Preferred Units
except as to the holder to whom such notice was
defective or not given. In addition to any
information required by law, each such notice shall
state: (1) the redemption date, (2) the Series A
Redemption Price, (3) the aggregate number of Series
A Preferred Units to be redeemed and if fewer than
all of the outstanding Series A Preferred Units are
to be redeemed, the number of Series A Preferred
Units to be redeemed held by such holder, which
number shall equal such holder's pro rata share
(based on the percentage of the aggregate number of
outstanding Series A Preferred Units the total number
of Series A Preferred Units held by such holder
represents) of the aggregate number of Series A
Preferred Units to be redeemed, (4) the place or
places where the Series A Preferred Units are to be
surrendered for payment of the Series A Redemption
Price, (5) that distributions on the Series A
Preferred Units to be redeemed will cease to
accumulate on such redemption date and (6) that
payment of the Series A Redemption Price will be made
upon presentation and surrender of such Series A
Preferred Units.
(ii) If the Partnership gives a notice of
redemption in respect of Series A Preferred Units
(which notice will be irrevocable) then, by 12:00
noon, New York City time, on the redemption date, the
Partnership will deposit irrevocably in trust with
Boston Equiserve, its transfer agent (or any
successor entity, provided such entity is a third
party, unrelated to the Company and the Partnership)
for the benefit of the Series A Preferred
Units being redeemed funds sufficient to pay the
applicable Series A Redemption Price and will give
irrevocable instructions to such transfer
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agent and authority to pay such Series A Redemption
Price to the holders of the Series A Preferred Units
upon surrender of the Series A Preferred Units by
such holders at the place designated in the notice of
redemption. If the Series A Preferred Units are
evidenced by a certificate and if fewer than all
Series A Preferred Units evidenced by any certificate
are being redeemed, a new certificate shall be issued
upon surrender of the certificate evidencing all
Series A Preferred Units, evidencing the unredeemed
Series A Preferred Units without cost to the holder
thereof. On and after the date of redemption,
distributions will cease to accumulate on the Series
A Preferred Units or portions thereof called for
redemption, unless the Partnership defaults in the
payment thereof. If any date fixed for redemption of
Series A Preferred Units is not a Business Day, then
payment of the Series A Redemption Price payable on
such date will be made on the next succeeding day
that is a Business Day (and without any interest or
other payment in respect of any such delay) except
that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately
preceding Business Day, in each case with the same
force and effect as if made on such date fixed for
redemption. If payment of the Series A Redemption
Price is improperly withheld or refused and not paid
by the Partnership, distributions on such Series A
Preferred Units will continue to accumulate from the
original redemption date to the date of payment, in
which case the actual payment date will be considered
the date fixed for redemption for purposes of
calculating the applicable Series A Redemption Price.
SECTION 16.7 VOTING RIGHTS.
(a) General. Holders of the Series A Preferred
Units will not have any voting rights or right to consent to
any matter requiring the consent or approval of the Limited
Partners, except as set forth in SECTION 11 (AMENDMENTS) of
the Agreement and except as set forth below.
(b) Certain Voting Rights. So long as any Series
A Preferred Units remain outstanding, the Partnership shall
not, without the affirmative vote of the holders of at least
two-thirds of the Series A Preferred Units outstanding at the
time (i) (A) authorize or create, or increase the authorized
or issued amount of, any class or series of OP Units ranking
senior to the Series A Preferred Units with respect to payment
of distributions or rights upon liquidation, dissolution or
winding-up, or (B) reclassify any OP Units of the Partnership
into any such senior OP Units, or (C) create, authorize or
issue any obligations or security convertible
into or evidencing the right to purchase any such senior OP
Units, (ii) (A) authorize or create, or increase the
authorized or issued amount of any Parity
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Preferred Units (or any OP Units which purport to be on parity
with the Series A Preferred Units as to either (but not both)
distributions or rights upon dissolution, liquidation or
winding-up), or (B) reclassify any OP Unit into any such
Parity Preferred Units (or any OP Units which purport to be on
parity with the Series A Preferred Units as to either (but not
both) distributions or rights upon dissolution, liquidation or
winding-up), or (C) create, authorize or issue any obligation
or security convertible into or evidencing the right to
purchase any such Parity Preferred Units (or any OP Units
which purport to be on parity with the Series A Preferred
Units as to either (but not both) distributions or rights upon
dissolution, liquidation or winding-up), but only to the
extent such Parity Preferred Units (or any OP Units which
purport to be on parity with the Series A Preferred Units as
to either (but not both) distributions or rights upon
dissolution, liquidation or winding-up) are issued to an
affiliate (as defined in Section 14) of the Partnership,
unless (y) such affiliate is the General Partner and such
Parity Preferred Units (or any OP Units which purport to be on
parity with the Series A Preferred Units as to either (but not
both) distributions or rights upon dissolution, liquidation or
winding-up) correspond to preferred shares issued to a
nonaffiliate of the Partnership or (z) such Parity Preferred
Units (or any OP Units which purport to be on parity with the
Series A Preferred Units as to either (but not both)
distributions or rights upon dissolution, liquidation or
winding-up) are issued upon terms determined by the General
Partner's Board of Directors (such determination to include
the affirmative approval of a majority of all disinterested
directors) to be no more favorable to the holders thereof than
those it would offer in an arm's length transaction to an
unrelated party; or (iii) either (A) consolidate, merge into
or with, or convey, transfer or lease its assets substantially
as an entirety to, any corporation or other entity or (B)
amend, alter or repeal the provisions of the Agreement,
whether by merger, consolidation or otherwise, in each case,
that would materially and adversely affect the powers, special
rights, preferences, privileges or voting power of the Series
A Preferred Units or the holders thereof; provided, however,
that with respect to the occurrence of a merger, consolidation
or a sale or lease of all of the Partnership's assets as an
entirety, so long as (1) the Partnership is the surviving
entity and the Series A Preferred Units remain outstanding
with the terms thereof unchanged, or (2) the resulting,
surviving or transferee entity is a partnership, limited
liability company or other pass-through entity, or after a
date not sooner than the date which is three (3) years after
the date hereof, a corporation (or other nonpass-through
entity), in each case, organized under the laws of any state
and substitutes the Series A Preferred Units for other
interests in such entity having substantially the same terms
and rights as the Series A Preferred Units, including with
respect to distributions, voting rights and rights upon
liquidation, dissolution or winding-up, then the occurrence of
any such event shall not be deemed to materially and adversely
affect such rights, privileges or voting powers of the holders
of the
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Series A Preferred Units.
SECTION 16.8 TRANSFER RESTRICTIONS. The Series A
Preferred Units shall be subject to the provisions of SECTION 9 of the
Agreement.
SECTION 16.9 EXCHANGE RIGHTS.
(a) Right to Exchange.
(i) Series A Preferred Units will be
exchangeable in whole, but not in part unless
expressly otherwise provided herein, at anytime on or
after the tenth (10th) anniversary of the date of
issuance, at the option of the holders of at least
51% of all outstanding Series A Preferred Units, for
authorized but previously unissued shares of 9.125%
Series A Cumulative Redeemable Preferred Stock of the
General Partner (the "SERIES A PREFERRED STOCK") at
an exchange rate of one share of Series A Preferred
Stock for one Series A Preferred Unit, subject to
adjustment as described below (the "SERIES A EXCHANGE
PRICE"), provided that the Series A Preferred Units
will become exchangeable at any time, in whole, but
not in part unless expressly otherwise provided
herein, at the option of the holders of at least 51%
of all outstanding Series A Preferred Units (x) if at
any time full distributions shall not have been made
on the Series A Preferred Unit Distribution Payment
Date on any Series A Preferred Unit with respect to
six (6) prior quarterly distribution periods, whether
or not consecutive, provided, however, that a
distribution in respect of Series A Preferred Units
shall be considered timely made on the Series A
Preferred Unit Distribution Payment Date if made
within two (2) Business Days after the applicable
Series A Preferred Unit Distribution Payment Date if
at the time of such late payment there shall not be
any prior quarterly distribution periods in respect
of which full distributions were made more than two
(2) Business Days after the applicable Series A
Preferred Unit Distribution Payment Date, or (y) upon
receipt by a holder or holders of Series A Preferred
Units of (1) notice from the General Partner that the
General Partner or a Subsidiary of the General
Partner has taken the position that the Partnership
is, or upon the occurrence of a defined event in the
immediate future will be, a PTP and (2) an opinion
rendered by an outside nationally recognized
independent counsel familiar with such matters
addressed to a holder or holders of Series A
Preferred Units, that the Partnership is or likely
is, or upon the occurrence of a defined event in the
immediate future will be or likely will be, a PTP.
In addition, the Series A Preferred Units
may be exchanged for
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Series A Preferred Stock, in whole, but not in part
unless expressly otherwise provided herein, at the
option of holders of at least 51% of all outstanding
Series A Preferred Units prior to the tenth (10th)
anniversary of the issuance date and after the third
(3rd) anniversary thereof if such holders shall
deliver to the General Partner either (i) a private
letter ruling addressed to such holder of Series A
Preferred Units or (ii) an opinion of independent
counsel reasonably acceptable to the General Partner
based on the enactment of temporary or final Treasury
Regulations or the publication of a Revenue Ruling,
in either case to the effect that an exchange of the
Series A Preferred Units at such earlier time would
not cause the Series A Preferred Units to be
considered "stock and securities" within the meaning
of Section 351(e) of the Internal Revenue Code for
purposes of determining whether the holder of such
Series A Preferred Units is an "investment company"
under section 721(b) of the Internal Revenue Code if
an exchange is permitted at such earlier date.
Additionally, the Series A Preferred Units
may be exchanged for Series A Preferred Stock, in
whole, but not in part unless expressly otherwise
provided herein, at the option of holders of at least
51% of all outstanding Series A Preferred Units, at
any time after the third (3rd) anniversary of the
date hereof, in the event the Partnership merges,
consolidates, or sells or leases all of its assets as
an entirety, where the resulting, surviving or
transferee entity is a corporation or otherwise not a
pass-through entity.
Furthermore, the Series A Preferred Units
may be exchanged in whole but not in part by any
holder thereof which is a real estate investment
trust within the meaning of Sections 856 through 859
of the Internal Revenue Code for Series A Preferred
Stock (but only if the exchange in whole may be
accomplished consistently with the ownership
limitations set forth under Article VII of the
Charter of the General Partner (taking into account
exceptions thereto)) if at any time, (i) the
Partnership reasonably determines that the assets and
income of the Partnership for a taxable year after
1999 would not satisfy the income and assets tests of
Section 856 of the Internal Revenue Code for such
taxable year if the Partnership were a real estate
investment trust within the meaning of the Internal
Revenue Code or (ii) any such holder of Series A
Preferred Units shall deliver to the Partnership and
the General Partner an opinion of independent counsel
reasonably acceptable to the General Partner to the
effect that, based on the assets and income of the
Partnership for a taxable year after 1999, the
Partnership would not satisfy the income and assets
tests of Section 856 of the Internal Revenue Code for
such taxable year if
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the Partnership were a real estate investment trust
within the meaning of the Internal Revenue Code and
that such failure would create a meaningful risk that
a holder of the Series A Preferred Units would fail
to maintain qualification as a real estate investment
trust.
(ii) Notwithstanding anything to the
contrary set forth in SECTION 16.9(A)(I) hereof, if a
Series A Exchange Notice (as defined herein) has been
delivered to the General Partner, then the General
Partner may, at its option, elect to redeem or cause
the Partnership to redeem all or a portion of the
outstanding Series A Preferred Units for cash in an
amount equal to the original capital contribution per
Series A Preferred Unit plus all accrued and unpaid
distributions thereon to the date of redemption. The
General Partner may exercise its option to redeem the
Series A Preferred Units for cash pursuant to this
SECTION 16.9(A)(II) hereof by giving each holder of
record of Series A Preferred Units notice of its
election to redeem for cash, within five (5) Business
Days after receipt of the Series A Exchange Notice,
by (m) fax, and (n) registered mail, postage paid, at
the address of each holder as it may appear on the
records of the Partnership stating (A) the redemption
date, which shall be no later than sixty (60) days
following the receipt of the Series A Exchange
Notice, (B) the redemption price, (C) the place or
places where the Series A Preferred Units are to be
surrendered for payment of the redemption price, (D)
that distributions on the Series A Preferred Units
will cease to accrue on such redemption date; (E)
that payment of the redemption price will be made
upon presentation and surrender of the Series A
Preferred Units and (F) the aggregate number of
Series A Preferred Units to be redeemed, and if fewer
than all of the outstanding Series A Preferred Units
are to be redeemed, the number of Series A Preferred
Units to be redeemed held by such holder, which
number shall equal such holder's pro-rata share
(based on the percentage of the aggregate number of
outstanding Series A Preferred Units the total number
of Series A Preferred Units held by such holder
represents) of the aggregate number of Series A
Preferred Units being redeemed.
(iii) In the event an exchange of all or a
portion of Series A Preferred Units pursuant to
SECTION 16.9(A)(I) hereof would violate the
provisions on ownership limitation of the General
Partner set forth in Article VII of the Charter with
respect to the Series A Preferred Stock, the
General Partner shall give written notice thereof to
each holder of record of Series A Preferred Units,
within five (5) Business Days following receipt of
the Series A Exchange Notice, by (m) fax, and (n)
registered mail, postage prepaid, at the address of
each such holder set forth in the
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records of the Partnership. In such event, each
holder of Series A Preferred Units shall be entitled
to exchange, pursuant to the provision of SECTION
16.9(B) a number of Series A Preferred Units which
would comply with the provisions on the ownership
limitation of the General Partner set forth in such
Article VII of the Charter and any Series A Preferred
Units not so exchanged (the "EXCESS SERIES A UNITS")
shall be redeemed by the Partnership for cash in an
amount equal to the original capital contribution per
Excess Series A Unit, plus any accrued and unpaid
distributions thereon, whether or not declared, to
the date of redemption. The written notice of the
General Partner shall state (A) the number of Excess
Series A Units held by such holder, (B) the
redemption price of the Excess Series A Units, (C)
the date on which such Excess Series A Units shall be
redeemed, which date shall be no later than sixty
(60) days following the receipt of the Series A
Exchange Notice, (D) the place or places where such
Excess Series A Units are to be surrendered for
payment of the Series A Redemption Price, (E) that
distributions on the Excess Series A Units will cease
to accrue on such redemption date, and (F) that
payment of the redemption price will be made upon
presentation and surrender of such Excess Series A
Units. In the event an exchange would result in
Excess Series A Units, as a condition to such
exchange, each holder of such units agrees to provide
representations and covenants reasonably requested by
the General Partner relating to (1) the widely held
nature of the interests in such holder, sufficient to
assure the General Partner that the holder's
ownership of stock of the General Partner will not
cause any individual to own the stock of the General
Partner in excess of the Ownership Limit (as defined
in the Charter); and (2) to the extent such holder
can so represent and covenant without obtaining
information from its owners, the holder's ownership
of tenants of the Partnership and its affiliates (as
defined in Section 14).
(iv) The redemption of Series A Preferred
Units described in SECTION 16.9(A)(II) and (III)
shall be subject to the provisions of SECTION
16.6(B)(I) and SECTION 16.6(C)(II); provided,
however, that the term "Series A Redemption Price" in
such Section shall be read to mean the original
capital contribution per Series A Preferred Unit
being redeemed plus all accrued and unpaid
distributions to the redemption date.
(b) Procedure for Exchange.
(i) Any exchange shall be exercised
pursuant to a notice of exchange (the "SERIES A
EXCHANGE NOTICE") delivered to the General Partner by
the holder who is exercising such exchange right, by
(A) fax and (B) by certified mail postage prepaid.
The exchange of Series A
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Preferred Units, or a specified portion thereof, may
be effected after the fifth (5th) Business Day
following receipt by the General Partner of the
Series A Exchange Notice by delivering certificates,
if any, representing such Series A Preferred Units to
be exchanged together with, if applicable, written
notice of exchange and a proper assignment of such
Series A Preferred Units to the office of the General
Partner maintained for such purpose. Currently, such
office is:
Sun Communities, Inc.
Suite 145
31700 Middlebelt Road
Farmington Hills, Michigan 48334.
Each exchange will be deemed to have been effected
immediately prior to the close of business on the
date on which such Series A Preferred Units to be
exchanged (together with all required documentation)
shall have been surrendered and notice shall have
been received by the General Partner as aforesaid and
the Series A Exchange Price shall have been
delivered. Any Series A Preferred Stock issued
pursuant to this SECTION 16.9 shall be delivered as
shares which are duly authorized, validly issued,
fully paid and nonassessable, free of pledge, lien,
encumbrance or restriction other than those provided
in the Charter, the Bylaws of the General Partner,
the Securities Act of 1933, as amended and relevant
state securities or blue sky laws.
(ii) In the event of an exchange of Series
A Preferred Units for shares of Series A Preferred
Stock, an amount equal to the accrued and unpaid
distributions, whether or not declared, to the date
of exchange on any Series A Preferred Units tendered
for exchange shall (A) accrue on the shares of the
Series A Preferred Stock into which such Series A
Preferred Units are exchanged, and (B) continue to
accrue on such Series A Preferred Units, which shall
remain outstanding following such exchange, with the
General Partner as the holder of such Series A
Preferred Units. Notwithstanding anything to the
contrary set forth herein, in no event shall a holder
of a Series A Preferred Unit that was validly
exchanged into Series A Preferred Stock pursuant to
this section (other than the General Partner now
holding such Series A Preferred Unit), receive a cash
distribution out of available cash of the
Partnership, if such holder, after exchange, is
entitled to receive a distribution with respect to
the share of Series A Preferred Stock for which such
Series A Preferred Unit was exchanged or redeemed.
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(iii) Fractional shares of Series A
Preferred Stock are not to be issued upon exchange
but, in lieu thereof, the General Partner will pay a
cash adjustment based upon the fair market value of
the Series A Preferred Stock on the day prior to the
exchange date as determined in good faith by the
Board of Directors of the General Partner.
(c) Adjustment of Series A Exchange Price.
(i) The Exchange Price is subject to
adjustment upon subdivisions, stock splits, stock
dividends, combinations and reclassification of the
Series A Preferred Stock.
(ii) In case the General Partner shall be a
party to any transaction (including, without
limitation, a merger, consolidation, statutory share
exchange, tender offer for all or substantially all
of the General Partner's capital stock or sale of all
or substantially all of the General Partner's
assets), in each case as a result of which the Series
A Preferred Stock will be converted into the right to
receive shares of capital stock, other securities or
other property (including cash or any combination
thereof), each Series A Preferred Unit will
thereafter be exchangeable into the kind and amount
of shares of capital stock and other securities and
property receivable (including cash or any
combination thereof) upon the consummation of such
transaction by a holder of that number of shares of
Series A Preferred Stock or fraction thereof into
which one Series A Preferred Unit was exchangeable
immediately prior to such transaction. The General
Partner may not become a party to any such
transaction unless the terms thereof are consistent
with the foregoing.
SECTION 16.10 NO CONVERSION RIGHTS. The holders of the Series
A Preferred Units shall not have any rights to convert such units into
shares of any other class or series of stock or into any other
securities of, or interest in, the Partnership or the General Partner,
except for Series A Preferred Stock.
SECTION 16.11 NO SINKING FUND. No sinking fund shall be
established for the retirement or redemption of Series A Preferred
Units.
11. Governing Law. This Amendment shall be interpreted and
enforced according to the laws of the State of Michigan.
12. Full Force and Effect. Except as amended by the provisions
hereof, the Agreement, as previously amended, shall remain in full force and
effect in accordance with its terms and is hereby ratified, confirmed and
reaffirmed by the undersigned for all purposes and in all respects.
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13. Successors/Assigns. This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto, their respective legal
representatives, successors and assigns.
14. Counterparts. This Amendment may be executed in counterparts,
all of which together shall constitute one agreement binding on all the parties
hereto, notwithstanding that all such parties are not signatories to the
original or the same counterpart.
(SIGNATURES APPEAR ON NEXT PAGE)
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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of
the day and year first above written.
GENERAL PARTNER
SUN COMMUNITIES, INC.
By /s/ Jeffrey P. Jorissen
---------------------------------------
Name: Jeffrey P. Jorissen
Title: Senior Vice President
(SIGNATURES CONTINUE ON NEXT PAGE)
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NEW LIMITED PARTNERS
BELCREST REALTY CORPORATION
By /s/ William R. Cross
---------------------------------------
Name: William R. Cross
Title: Vice President
BELAIR REAL ESTATE CORPORATION
By /s/ William R. Cross
---------------------------------------
Name: William R. Cross
Title: Vice President
24
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EXHIBIT A
SCHEDULE OF PARTNERS, OP UNITS, PREFERRED OP UNITS
AND
SERIES A PREFERRED UNITS
SERIES A
PARTNERS COMMON PREFERRED PREFERRED
- -------- OP UNITS OP UNITS UNITS
-------- -------- -----
General Partner
Sun Communities, Inc., a Maryland 17,433,258
Corporation
31700 Middlebelt Road
Suite 145
Farmington Hills, Michigan 48334
Limited Partners
Gary A. Shiffman 306,617
31700 Middlebelt Road
Suite 145
Farmington Hills, Michigan 48334
Robert B. Bayer 133,115
31700 Middlebelt Road
Suite 145
Farmington Hills, Michigan 48334
Water Oak, Ltd. 8,888
Winderweedle, Haines Ward &
Woodman, P.A.
250 Park Avenue, South, 5th Floor
Winter Park, Florida 32789-4388
Albert P. Gollob 25,000
380 North Woodward Avenue
Suite 206
Birmingham, Michigan 48009
John F. O'Shea, as Trustee of the 28,000
John F. O'Shea Declaration of Trust
created under instrument dated
January 2, 1996
380 North Woodward Avenue
Suite 206
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26
SERIES A
PARTNERS COMMON PREFERRED PREFERRED
- -------- OP UNITS OP UNITS UNITS
-------- -------- -----
Birmingham, Michigan 48009
Carmen O'Shea 22,000
380 North Woodward Avenue
Suite 206
Birmingham, Michigan 48009
Henry S. Gornbein 6,126
Shapack, McCullough & Kanter,
P.C.
4190 Telegraph Road
Suite 3000
Bloomfield Hills, Michigan 48302-
2082
Robert J. Peters 7,747
40126 Pallazzo Street
Clinton Township, Michigan 48038
Nancy Kolender 6,126
3130 West Long Lake Road
Orchard Lake, Michigan 48323
Terran Shiffman Leemis 25,000
876 Covington
Bloomfield Hills, Michigan 48301
Gail Shiffman Hennes 17,500
14086 Ludlow
Oak Park, Michigan 48237
Audrey Shiffman 17,500
(formerly Audrey Shiffman
Langmaid)
2820 69th S.E.
Mercier Island, Washington 98040
Gary A. Shiffman as custodian for 1,000
Matthew Shiffman under UGMA
31700 Middlebelt Road, Suite 145
Farmington Hills, Michigan 48334
Gary A. Shiffman as custodian for 1,000
Adam Shiffman under UGMA
31700 Middlebelt Road, Suite 145
Farmington Hills, Michigan 48334
Gary A. Shiffman as custodian for 1,000
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27
SERIES A
PARTNERS COMMON PREFERRED PREFERRED
- -------- OP UNITS OP UNITS UNITS
-------- -------- -----
Alex Shiffman under UGMA
31700 Middlebelt Road, Suite 145
Farmington Hills, Michigan 48334
Audrey Shiffman (formerly Audrey 1,000
Shiffman Langmaid) as custodian for
Jessica Langmaid under UGMA
2829 69th S.E.
Mercier Island, Washington 98040
Audrey Shiffman (formerly Audrey 1,000
Shiffman Langmaid) as custodian for
Elizabeth Langmaid under UGMA
2829 69th S.E.
Mercier Island, Washington 98040
Gail Shiffman Hennes as custodian 1,000
for Asher Hennes under UGMA
14086 Ludlow
Oak Park, Michigan 48237
Gail Shiffman Hennes as custodian 1,000
for Rina Hennes under UGMA
14086 Ludlow
Oak Park, Michigan 48237
Terran Shiffman Leemis as custodian 875
for Jennifer Leemis under UGMA
876 Covington
Bloomfield Hills, Michigan 48301
Terran Shiffman Leemis as custodian 875
for Rachel Leemis under UGMA
876 Covington
Bloomfield Hills, Michigan 48301
Sherman Simon 25,005
9999 Collins Avenue
Bal Harbour, Florida 33154
Gerard Berger 20,607
10425 SW 129th Terrace
Miami, Florida 33176
Gerard Berger, Nominee 4,942
10425 SW 129th Terrace
Miami, Florida 33176
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28
SERIES A
PARTNERS COMMON PREFERRED PREFERRED
- -------- OP UNITS OP UNITS UNITS
-------- -------- -----
Robert Sentz 15,811
1287 Pigeon Roost Road
Pulaski, TN 38478
Royal Country, Ltd., a Florida ltd 20,420
partnership
c/o Gerard Berger
501 Brickell Key Drive, Suite 103
Miami, Florida 33131
Paul Simon 17,955
3041 North 34th Street
Hollywood, Florida 33021
SI Enterprises, Inc., 56,893
a Florida corporation
501 Brickell Key Drive, Suite 103
Miami, Florida 33131
J.B.E. Inc., a Florida corporation 41,071
501 Brickell Key Drive, Suite 103
Miami, Florida 33131
S.R.K. Financial, Inc., 27,676
a Florida corporation
501 Brickell Key Drive, Suite 103
Miami, Florida 33131
Mr. Herbert Rosen 25,000
4001 North Ocean Boulevard #804
Boca Raton, Florida 33431
Louis Benson, Trustee 26,931
5701 Bayberry Lane
Tamarac, Florida 33319
Philip Benson 4,489
8 Bruns Road
West Allenhurst, NJ 07711-1400
Irwin Cantor 2,846
#2 Bay Club Drive
Apt. 21W
Bayside, NY 11360
Robin Fuchs 4,489
P.O. Box 2520
Nantucket, MA 02584
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SERIES A
PARTNERS COMMON PREFERRED PREFERRED
- -------- OP UNITS OP UNITS UNITS
-------- -------- -----
Jacob Glouberman 3,646
300 Winston Drive
Cliffside Park, NJ 07010
Robert Helfand 7,293
APD0202
San Miguel Day Allende
GTO, 37700 Mexico
Eugene W. Kalkin 14,308
18 Pfizer Road
Bernardsville, NJ 07924
Morton Kaplan 4,994
18 Yale Drive
Manhassett, NY 11030
Saul Klaw 3,646
275 Madison Avenue
New York, NY 10016
Stanley C. Lesser 10,662
Lesser & Harrison
2 West 45th Street
New York, NY 10036
Ysrael Seinuk 3,646
82 Tennis Place
Forest Hills, NY 11375-5163
Julius J. Shepard Revocable Trust 61,080
c/o Dupont Plaza Hotel
300 Biscayne Boulevard, Suite 307
Miami, Florida 33131-2207
Miriam Simon, as Custodian for 2,917
Brian Simon
3041 North 34th Street
Hollywood, Florida 33021
Miriam Simon, as Custodian for 2,917
Richard Simon
3041 North 34th Street
Hollywood, Florida 33021
Jeffrey Simon, as Custodian for Peter 2,917
Simon
8915 SW 163rd Terrace
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SERIES A
PARTNERS COMMON PREFERRED PREFERRED
- -------- OP UNITS OP UNITS UNITS
-------- -------- -----
Miami, Florida 33157
Victor Matles 10,110
P.O. Box 8493
Coral Springs, Florida 33075-8493
Leonard Cooper 1,348
3 Lisa Drive
Dix Hills, NY 11746
Ofelia Glouberman 1,348
300 Winston Drive
Cliffside Park, NJ 07010
Adam Kalkin 1,685
18 Pfizer Road
Bernardsville, NJ 07924
Nancy Kalkin 1,685
18 Pfizer Road
Bernardsville, NJ 07924
Lawrence Kline 898
Kline, Moore & Klein
2665 South Bayshore Drive
Suite 903
Coconut Grove, Florida 33133
Robert Kline 898
Kline, Moore & Klein
2665 South Bayshore Drive
Suite 903
Coconut Grove, Florida 33133
James Lyons 4,813
120 Lincoln Road
Winter Haven, Florida 33884
Fanny Seinuk 1,348
82 Tennis Place
Forest Hills, NY 11375-5163
HTR Associates, Inc. 6,738
a Florida corporation
501 Brickell Key Drive
Suite 103
Miami, Florida 33131
Steven M. Tracy, as Trustee of the 210,458
30
31
SERIES A
PARTNERS COMMON PREFERRED PREFERRED
- -------- OP UNITS OP UNITS UNITS
-------- -------- -----
Steven M. Tracy Declaration of Trust
dated June 25, 1984
1765 Cypress Point Court
Ann Arbor, Michigan 48108
Steven M. Tracy, as Successor 420,917
Trustee of the Phil F. Jenkins
Revocable Living Trust created
under agreement dated January 6,
1967, as amended
2041 Greenview Drive
Ann Arbor, Michigan 48103
Howard T. Rice, as Trustee of the 4,500
Howard T. Rice Revocable Living
Trust created under agreement dated
March 10, 1967, as amended
4605 S. Ocean Blvd.
Suite 7D
Highland Beach, FL 33487
Ronald A. House and 5,056 41,456
Joanne K. House,
Joint Tenants
1651 Chateau Dr, S.W.
Wyoming, Michigan 49509-4914
Robert L. Kramer and 5,056 32,497
Ruth A. Kramer,
Trustees of the Robert L. Kramer
Trust U/T/A dated August 7, 1996
421 Buena Vista Drive
Spring Lake, Michigan 49456-1734
Charles R. Negley and Carroll S. 5,056 39,110
Negley,
Joint Tenants
9930 Caloosa Yacht & Racquet
Drive
Fort Myers, Florida 33919-3169
The J. Lanting Family Limited 21,953
Partnership
5999 Hillsborough Court
31
32
SERIES A
PARTNERS COMMON PREFERRED PREFERRED
- -------- OP UNITS OP UNITS UNITS
-------- -------- -----
Grandville, Michigan 49418
Todd Lanting 10,866
6185 S. Routt
Littleton, CO 80127
Julie Lanting 10,866
856 Clarewood Ct.
Holland, Michigan 49423
Arlyn Lanting 221
1575 South Shore Drive
Holland, Michigan 49423
Vicki Essink 10,866
1069 Alden Court
Holland, Michigan 49423
Jaclyn Geerlings 10,866
557 Jasmine Drive
Holland, Michigan 49423
Lee DeVisser and Linda L. 3,925
DeVisser, Co-Trustees of the Lee
DeVisser Revocable Trust Created
U/T/A dated 1/4/93
2480 53rd Street N.W.
Boca Raton, FL 33496
Tracy L. Decker 17,343
15341 Meadowwood
Grand Haven, Michigan 49417
Marlene Q. Helm 2,195
1301 Summac
Muskegon, Michigan 49445
Brian K. Orcutt 2,195
679 Lake Drive, S.E., Apt. #4
Grand Rapids, Michigan 49503
Ronald L. Piasecki 17,000 220
17854 W. Spring Lake Road
Spring Lake, Michigan 49456
James R. Lanting 3,704
5999 Hillsborough Court
Grandville, Michigan 49418
Aspen Enterprises, Ltd. 100,455
32
33
SERIES A
PARTNERS COMMON PREFERRED PREFERRED
- -------- OP UNITS OP UNITS UNITS
-------- -------- -----
2757 44th Street, S.W.
Suite 306
Grand Rapids, Michigan 49509
Aspen Group 55,556 364,819
2757 44th Street, S.W.
Suite 306
Grand Rapids, Michigan 49509
Aspen-Brentwood Village Limited 5,911
Partnership
2757 44th Street, S.W.
Suite 306
Grand Rapids, Michigan 49509
Aspen-West Michigan Investments 9,259
L.L.C., 2757 44th Street, S.W.
Suite 306
Grand Rapids, Michigan 49509
Aspen Group-HE 42,827
2757 44th Street, S.W.
Suite 306
Grand Rapids, Michigan 49509
Aspen - Grand Estates Limited 4,433
Partnership
2757 44th Street, S.W.
Suite 306
Grand Rapids, Michigan 49509
FC Group 201,411
2757 44th Street, S.W.
Suite 306
Grand Rapids, Michigan 49509
Aspen Group-KC 83,943 124,920
2757 44th Street, S.W.
Suite 306
Grand Rapids, Michigan 49509
Aspen-Paradise Investment Limited 18,210
Partnership
2757 44th Street, S.W.
Suite 306
33
34
SERIES A
PARTNERS COMMON PREFERRED PREFERRED
- -------- OP UNITS OP UNITS UNITS
-------- -------- -----
Grand Rapids, Michigan 49509
Aspen-Arbor Investment Limited 16,293
Partnership
Suite 306
2757 44th Street, S.W.
Grand Rapids, Michigan 49509
Aspen-Breezy Hill II Limited 58,199
Partnership
Suite 306
2757 44th Street, S.W.
Grand Rapids, Michigan 49509
Aspen-Indian Investment Limited 30,766
Partnership
Suite 306
2757 44th Street, S.W.
Grand Rapids, Michigan 49509
Aspen- Silver Investment Limited 20,834
Partnership
2757 44t Street, S.W.
Suite 306
Grand Rapids, Michigan 49509
Aspen-Bonita Investment Limited 42,673
Partnership
2757 44th Street, S.W.
Suite 306
Grand Rapids, Michigan 49509
Aspen-Siesta Investment Limited 75,982
Partnership
Suite 306
2757 44th Street, S.W.
Grand Rapids, Michigan 49509
Joyce L. Gollob 25,000
380 North Woodward Avenue, Suite
206
Birmingham, Michigan 48009
Margaret A. Bayer 7,747
5879 Seville Circle
Orchard Lake, MI 48324
34
35
SERIES A
PARTNERS COMMON PREFERRED PREFERRED
- -------- OP UNITS OP UNITS UNITS
-------- -------- -----
Carol P. Hearne 7,747
49373 Chesterfield Court
Shelby, MI 48315
Karen Matles 1,000
395 NW 101st Terrace
Coral Springs, FL 33071
Harold Matles 300
24 Sherwood Rd.
West Hartford, CT 06117
Linda Schiavoni 300
10 Cove Road
Sag Harbor, NY 11963
Judith Pendrick 300
24501 Falena Avenue
Torrance, CA 90501
Keith D. Smith 107,133
9241 Potter Road
Davison, MI 48423
Susan K. Smith 38,221
13015 Sandhurst Court
Grand Blanc, MI 48439
Kelly M. Karr 5,672
650 Kingswood Avenue
Eugene, Oregon 97401
Milton M. Shiffman 311,794
31700 Middlebelt Road
Suite 145
Farmington Hills, Michigan 48334
Anders I, LLC 13,158
361 71st Avenue
Greeley, CO 80634
Jeffrey P. Jorissen 100,000
c/o Sun Communities
31700 Middlebelt Road
Suite 145
Farmington Hills, Michigan 48334
Brian W. Fannon 30,000
c/o Sun Communities
35
36
SERIES A
PARTNERS COMMON PREFERRED PREFERRED
- -------- OP UNITS OP UNITS UNITS
-------- -------- -----
31700 Middlebelt Road
Suite 145
Farmington Hills, Michigan 48334
Jonathan M. Colman 7,500
c/o Sun Communities
31700 Middlebelt Road
Suite 145
Farmington Hills, Michigan 48334
Helene A. Lewis 4,000
c/o Sun Communities
31700 Middlebelt Road
Suite 145
Farmington Hills, Michigan 48334
Clunet R. Lewis 20,000
c/o Eltrax Systems, Inc.
2000 Town Center, Suite 690
Southfield, MI 48075
Arthur A. Weiss 50,000
c/o Jaffe, Raitt, Heuer & Weiss
1 Woodward Avenue, Suite 2400
Detroit, MI 48226
Ira J. Jaffe 6,300
c/o Jaffe, Raitt, Heuer & Weiss
1 Woodward Avenue, Suite 2400
Detroit, MI 48226
Jeffrey G. Heuer 9,500
c/o Jaffe, Raitt, Heuer & Weiss
1 Woodward Avenue, Suite 2400
Detroit, MI 48226
Brian M. Hermelin 35,000
20500 Civic Center Drive, Suite
3000
Southfield, MI 48076
Robert H. Orley 35,000
2000 N. Woodward Avenue
Suite 130
Bloomfield Hills, MI 48304
Daniel E. Bober 15,000
36
37
SERIES A
PARTNERS COMMON PREFERRED PREFERRED
- -------- OP UNITS OP UNITS UNITS
-------- -------- -----
39047 Geneva
Farmington Hills, MI 48331
Creighton J. Weber 5,000
5240 Hollow Drive
Bloomfield Hills, MI 48302
James A. Simpson 4,725
1235 Lyonhurst
Birmingham, MI 48009
Belcrest Realty Corporation 1,400,000
c/o Eaton Vance Management
The Eaton Vance Building
255 State Street
Boston, MA 02109
Belair Real Estate Corporation 600,000
c/o Eaton Vance Corporation
The Eaton Vance Building
255 State Street
Boston, MA 02109
37